Ultimate Ben, Spider Web
by Sharky Monster
Summary: If you have remember that in Ben 10 Ultimate Alien episode, the Ultimate Ben from future is coming. He shows us, he not need to transform his look, but able to gain every alien power. Just as I thought, what happen, if Ben of present is able to access the transformation of Ultimate Ben. And not only this is the tragedy, but what happens, when he transferred to the Spider World.
1. chapter 1

I do not own Ben 10 Ultimate Alien or Ultimate Spiderman.

A young boy looking like 18 years was walking on the street, he was still thinking back of the accident, which happen to him in prior two years ago. He was doing something in his watch, which looking weird for anyone. As the watch said. "Access Complete." Then a white light is appeared, and before the boy thinks what happening, he sucks in the light and disappeared from there, as he lose his consciousness. After some time, when he open his eyes, he finds that he was in some other place, a place which is looking different than his own place. He quickly understand that he teleported to other dimension. Because traveling to another dimensions was not new to him. Or he can easily goes back to his dimensions, but he want to live back there, because in his own dimensions, recently happen a big fights to her girlfriend, and she broke up with him, so in his dimensions he has nothing to do anything. But in here, he can search at new things, find many other interesting thing, and this is what a young guy is like it, adventure to new world. And now in present, he has a job, a good life, and the every day, their news was interesting, because he finds at here, there are so much superheroes or supervillains, so it was like enjoying the movie for him. Also today, he walk out for looking some new actions, as he hear the voice of a bike, which coming from the upside, and he knew, who was riding the bike. The person is riding the bike was none other than our favorite here or the star of the city, SPIDERRRRR-MAN.

Spider-Man is zooming around the city on his Spider-Cycle, thinking that today was going to be a great day. Because, no one attack on him, as he thinks that, some robo-bats appear and start attacking Spider-Man. "As I thoughts today is good day, the evil robo-bats come to destroy my fun. But they not knew, if anyone face Spider-Man, he going to eat the dust." Spider-Man make his first joke and start kicking the robo-bats after setting his Spider-Cycle on auto-pilot.

As Spidey destroy the last of probes, he find that Green Goblin was going somewhere. "Oh my Greeny, where was you going in hurry." Spider-Man said as he fire the net on Goblin's face, cause the Green Goblin clash on the building. "Spiderrrr-Man, why you always come in my way?" Goblin shouted as he fires a missiles on him. Spidey easily dodge it and start fighting with Green Goblin. Green Goblin find, he became late, if he distracts in the short fight with Spider Man, then he notices a pillar of the building, and fired a missile on it. Cause the pillar got destroying, and building was ready to clash, but Spider-Man quickly holds it. "I am stopped there for more battle with you, but I had a family matter to attend, so till enjoyed it." Green Goblin said before flew away from their. As Spider-Man noticed, Goblin was goes away from there. The building was goes heavy on him, and the boy which we enjoying the fight from the start, he push something in his hand and then the watch goes to in his chest. Before the whole building falls on the Spider-Man, he by using his some own power stops the building from moving a inch, without goes in view of Spider-Man.

Spider-Man team also comes there, and the group gather together. "So guys, I am saying, you will not interfere in this time, because he was going to meet with Harry Osborn, or may be Goblin Attack on us, but please don't be interfere this time. Because me and Harry are still best friends." Spoder-Man said to his team, as he was going to meet Harry Osborn (as Goblin said he had a family matter.) "Ya, ya, we are not going to bother Harry with everything going on." White Tiger agreed as everyone nodded,And then Spider-Man became the Peter Parker, the real identity, who have the power of Spider-Man, as he goes to meet Harry.

Peter Parker and Harry Osborn have an awkward conversation in the car. Which make think on Peter as he tell or not to Harry, that he was the Spider-Man. Before he could come to a decision, his Spider-Sense goes off and he gets Harry to duck just as the Goblin tears off the roof of the car. "Ha-ha, I have found back you my son." The Goblin replied as he was going to take the Harry. But before Goblin does anything, both Peter and Harry run down an alley for the escape and also Peter need to change in his costume, but then he realizes something, that he left his costume in the car, and without costumes, he was not going to does any stunt. As the Peter make his decision in final to explaining Harry that he was the Spider-Man, but before he make this wrong attempt. the Power Man, White Tiger, Nova, and Iron Fist arrive there, which saves the Peter from opening his secrets. As both he and Harry runs away from there. Power Man, White Tiger, Nova and Iron Fist tries to fight with The Goblin, but he quickly traps them, and start going toward where the Harry and Peter runs away. As The Goblin quickly catch them and they get cornered. "Father, you want me, so I am here, take me." Harry confronts his father, thinking he wants him. "No, this time I am not wasting my time on you, but still I want some best candidate for successful test." As The Goblin replied and shocks the Peter, cause Peter fall on the ground. Goblin takes back the Peter with his son's surprise and Spider-Man's team surprise and flew back from there to his own lab...

Peter wakes up strapped to a table. "Peter, my son, my best son, you know Peter, I always wanted you as my son instead of Harry and because you can be a better creation than Spider-Man, and destroy him." Goblin said to the Peter. 'Better creations than Spider-Man, he ever thinks that, I am the Spider-Man.' Peter talks to himself. But he finds that time was getting wrong, as he tried to escapes, but nothing success as The Goblin injects the Carnage into Peter and then Peter becomes the Carnage. Carnage shouted as he breaks free of his restraints and thrashes the lab. The Goblin seeing on the news that Spider-Man is still alive. "My dear son, my Carnage, goes and destroy the my enemy, the Spider-Man." The Goblin send the Carnage to destroy the Spider-Man, which Carnage agreed, without thinking of that, he was the Spider-Man and rushes out of The Goblin's lab and building.

Meanwhile at the Oscorp building, Nick Fury is arrive to the Harry for talking about the attack. "Harry, what is happen to Peter, you know anything?" "I am still confused, why my dad is choosing the Peter instead of me." Harry was confused. Near them, the team is talking. "Why The Goblin taking the Peter?" Nova was also confused. "And what is The Goblin doing to the Peter?" Power Man thinks. "Maybe he knows about the Peter's identity of Spider-Man." Iron Fist guessed. As they was in the guessing of what is happening with the Peter, suddenly Carnage busts in through the window and starts attacking the team. Harry recognizes the symbiote. "So my dad makes the Peter's Carnage this time, thats why he wanted the Peter." As he realizes that Peter is inside of it. Just as the Carnage is about to destroy Nova, Harry come in front of the Carnage, the Carnage realize the Harry, that he was his first host, and starts bonding with it, freeing Peter. "Now, I am going to finish The Goblin once and for all." Harry announced before getting out of there, as Peter thinks, this was danger for him, he becomes Spider-Man and follows him.

The young boy, which we seen on the starts, noticed that the Carnage was going somewhere, and Spider-Man is following him, so he also starts following them.

Both Spider-Man and Carnage reach to The Goblin and have a truce, they will work together to take down the Goblin. And it was not hard them for taking down the Goblin as they both working together. But Once they take down him, "Now I am going to kill you for always." Harry announced it, as he tries to kill him. "No Harry, it is not right for you." Spider-Man tries to stop him but Harry throws him off. Iron Fist contacts Spider-Man, as they make a plan. Peter removes his contacts him and they have a plan. Peter removes his costume and appears as himself to Harry. "Harry look at me, I am your friend, and your friend is saying to you, please stop killing your father." Peter said to Harry, which cause Harry is stop what he is going to do. Then his father shouted "No Harry, you kill me, and becomes like your father." The Goblin shouted, which making Carnage confused. The young boy which was observing the fight and follows them. He again push on his watch, as again his watch appear on his chest and then he release the electricity from his hand, which hit the Harry and electrifies him. Making the symbiote leaves Harry's body and near to destroy, only some parts of symbiote is left their. Harry fall on the ground, as he fills some pain from the electricity. As everyone was confused, from where the electricity is comes there. But this questions is changes as the Goblin questions. "How can you come here Peter, when the Spider-Man left from there?" Before Peter gives the answer, the Iron Fist is appeared there, he was in the Spider-Man's costume along with White Tiger, Power Man and Nova. Iron Fist takes the Harry and leaves from there, after Peter tells him to not use all his web fluid.

Later, as everyone forget about the question, from where the electricity comes, as Peter meets up with his team-mates and Nick Fury. "I am sorry Peter, but before we can captures The Goblin, he got away." Nick fury explain to Peter. "What? You lost The Goblin." Peter was in confusion, as his team nodded. "But, we not lose everything, we have recovered the some parts of Venom symbiote, beside it near to destroy." Nick fury said. Iron Fist gives him back his suit, and Peter left from there. He catches up with Harry and they go home together. "Maybe, today the day wasn't perfect, but I have gotten my friend back." Peter said to Harry, as both nodded. And maybe they not want saying about, how the electricity hits the Harry, but in both of mind has a question, just from where the electricity comes at the main time, when Harry was near to lose his control. From the back young guy is smiling, that once again, he is help the Spidey without showing from where the help comes.

 **AVENGERS TOWER**

Stark has continue playing a video, and in video is showing that in a street of Midtown. A light is appeared and from the light, a boy which looking like of 16 years is come out. This was the video of two years ago, which Stark's Satellite has captured. As first Tony has not found it interesting, but after looking very closely, as he noticed a boy is appear there, he start continue playing the video. But he never able to see the boy face, or who he was, only he remember the green jacket of his and the symbol 10 written on the jacket. He asks to Thor, that maybe he is come from the Asguard, or the any place he knew. But Thor decline it saying, he knew about every planet, or he is not looking of any of them, maybe he is of earth and returning back from the space, but why he came through the light, not from the sky. And this is the questions making them confused, as the every free time, they continue looking on the video, to find any clue about the guy, as he was bad or good.

Suddenly he heard a loud voice, "I do it." This was the voice from the person, who known as the Falcon, a talented pilot, before working in the Avengers. "What you do it, Falcon?" Captain America asked to the Falcon. "I find a clue about the guy, which we was still searching from the two years." Falcon replied, as everyone focus goes toward him. "What clue you have founded?" Hawkeye asked to the Falcon. "Just look it." Falcon said, as he zooming the wrist of the boy, and focused on the weird watch. As everyone looked toward the watch, and confused. "It is not clue, maybe this is a weird watch, but here everywhere we have notices many weird watch." Black Widow replied. "I know Natasha, that watch is not any big clue, but from the Start, I am confused about the watch, and looking for the watch, and what I find you know, this." As the Falcon said, he point a new image, which he taken him recently, this was the image of the guy, and in the upward the Spider-Man going some where through his web.

"What about this image? It shows Spider-Man was going somewhere." Captain America asked. "I am not pointing to The Spider-Man, Steve." As Falcon said, he zoom the image toward the young guy, his face was not showing, but Falcon is not showing his face, as he pointed to the wrist of the guy and the same watch he wear it, which take everyone noticed. "So, you see, the guy was present in some place of Midtown, and maybe he also residing there, but still, he is wearing the same watch." Falcon explain everything which he find. "So, if it was true, then I put cameras on the every street of Mitdown, also my Satellite and we have said Jarvis to only focus on the guy, who was wears this weird watch." Tony quickly comes on the decision, as every Avengers get back on the this new task. But, they even not know, someone also hearing there voice, and it was none other than, the same guy, which they was try to find, as he gives a smile and continue walking on the streets.


	2. Chapter 2: Faces With Spidey

I do not own Ben Tennyson or Ultimate Spiderman.

Finally I can going to write the second chapter, it was lots of more hardwork to written a story.

The young boy knew that, Avengers have finds the best clue about him, but again they was unable to trace him. Because, this guy was able to control any machine, and easily change data, erase data or else destroys data. In other words, not any digital information will be hide from him. So, tracing him was the impossible, till he not come in the front of others.

He noticed on the few back days, what the adventures has happen. Spider-Man battles the criminal known as Grizzly an man in a mechanical bear costume and defeated him. Then he find, that Spider's man team goes in the moon to retrieve the J.J. Jameson's son. At the moon, they find that John Jameson has transformed into a wolf like creature, which leave the John Jameson in berserk. But the team able to retrieve back Man-Wolf, in the senses, who slowly destroys the base. But the Man-Wolf instead of reverting back to normal he becomes a human wolf-hybrid and left in a coma. Jameson scolds Fury and the team for there failure to return his son safe and sound.

Then the guy thinks that, he need to help on the one of the mission of Spidey. Where Spidey is battling Michael Tan who was a disgruntled employee at Stark Industries who was fired after Tony Stark rejected his technopathic devices. Michael swears he will get his revenge on Stark. Michael Tan was using the Spider-Tracers begin to rapidly multiply, and makes this fluid-like collection of Spider-Tracers his new body. Michael, now calling himself "Swarm" attacks Spider-Man and Iron Man, destroying the Hall of Armor in the process. Then the guy simple without revealing himself in hiding just touch the Swarm and destroy the Spider-Tracers, which cause Swarm has been defeated. Spider-Man not understand what happens, but Iron Man able to take a picture of their helper. And now the young guy was again seeing what going on the Avengers Tower, with his recent help.

 **AVENGERS TOWER**

"I have retrieve a picture of the guy, who helps us in the fight against the Michael Tan." Iron-Man explain as he sync the picture with his computer. In the picture, they not seeing his face, but the one thing bring everyone noticed back to the picture. And that was the same watch they seen on the guy watch, who appears there. But this time watch was not on his wrist, except it was on his chest, upper of his T-shirt, which the guy wears. They not seeing the full watch, because the image was not taken by the front, but they able to recognize it was the same watch. "So, it looks like, the guy, which we was finding, it was he, who come in front of you, defeat the villain and again goes from there, without your noticed." Falcon asked to Stark. "Yep, you can say that. But, he was like invisible, who comes without noticed, and get out of there without noticed. If the Michael was not defeated, then also I am noticed that someone comes there." Stark explain. "So, what powers he have, you even noticed." Captain asked. "No, I not knew that, he only touch the Michael, and wins." Stark said. "So, actually who was he? Alien, human, or Asgardian." Hawkeye was also confused. "And, you noticed, why his watch residing on his chest except of his wrist." Natasha aka Black Widow, pointed out.

They was in middle of thinking, they noticed the screen of the computer was going black. "What happening?" Sam aka Falcon was confused. "I am also not knew." Captain replied. They noticed in the screen was something written. 'Why all of you searching me?' "What, the guy can enter in our system." Hawkeye was ever more confused. "It looks like, his powers is to enters in the system." Captain thinks. "Who are you?" Tony asks to the guy. 'I am Ben, Ben Tennyson, but you never answered, why you are searching me.' The guy revealed himself as Ben. "Because, we are looking, you are threat to this world or not." Sam said. 'If I am a bad guy, then whole world is blew when I come, as you know, I can enters in the system, so I already access all of your weapon, like Iron Man suits, Falcon's wings, Hawkeye's arrow and many of the things, which work with system. I already knew about all of the heroes and villains details. So, stopped tracing me, unless you are not able to knew about me a THING.' As the Ben tell the last word, a simple arrow was fired from the Hawkeye's arrows and hit the screen. "So, he was really telling truth, he can access anything." Stark agreed. "Yep, it looks like, he able to fired my arrow." Hawkeye agreed. "I have an Idea." Natasha tells them. "What idea you have?" Captain question. "If he was a good guy, then why not, we invite him in Avengers. It was really helpful." Natasha explain. "What, you are saying, how can we invite him?" Falcon not likes the idea. "If he has the power of entering the system, then he can helpful to us in every way, we can find where is the people in problems, where the villains has attacking, or he not need to leave our Base." Natasha explain, and everyone likes that idea. "But how can we invite him, we also not knows his address." Hawkeye said. "If, I knows, he was hearing us, right Ben." Natasha guessed.

The hologram from the Tony Stark's suits has appeared. And from the hologram the guy appeared, first time Avengers sees, how he looks. As the Ben starts talking. "Your invitation was very helpful to me, but I declined it." He replied. "Why you denied it, we have a proper place to live, you became famous, and what's more a person needs." Hawkeye asked. "I have already a proper place for living, I am not like become famous, all things I need to be a place, where everywhere fill with silence, without of any voice." Ben explain. "Maybe you have power to controls the machine, but when the times comes, you also needs the friends, who saves your body. Because when you facing a enemy with brute strength, then no machines is able to helps you." Steve aka Captain America explains him. "Maybe, we can meets in the future, but today is not the time of our meeting." Ben replied, as his hologram disappeared. "He was not interested in joins our forces." Tony smirk. "Yeah, but why we needs his help, we are already strong forces, the public calls us Avengers." Sam said, as everyone nodded.

Now the Avengers has left the tracing Ben, he was again start enjoying his days, because he knows that, in New York everyday a villain was comes there, and makes the day busy for Spider-Man and enjoying for him.

Some days has been passed, and many things have happen, like the Spider-Man's teams become child, when they was investigate the remains of something that crashed into the Hudson river. As the thing was the weapon of Asgard known as the Destroyer. And when the touches the Norn Stone on it's chest the team are transformed into miniature child like versions of themselves. Then Loki which disguised in a boy attacks on them. Thor, who also transformed into a child, saves them. But again, Loki takes control of the Destroyer armor, again continue attacking them. But, the team able to retrieve the Norn Stone, and with Loki released from the Armor they transform him to a childlike form and return themselves back to normal.

But as the this event has passed, Ben finds Danny aka Iron Fist and Spider-Man goes to the K'un-Lun, the sacred place. The mystical heart of the world. As such it has been protected for the outside for centuries. The monks don't trust the out side world. That believe it is to be corrupt and without honor. There both of the Iron Fist and Spider-Man save the K'un-Lun from the Scorpio. Who want to becomes the king of K'un-Lun instead of Iron Fist, for rule over a the monk.

But the problems of Spider-Man is not ending, and nor the any problem was big, that can Ben involved himself. As he thoughts about the next problem. The villain known as the Mesmero swaps the minds of Hulk and Spider-Man. And the worst is happen when, the Thing started attacking on the Peter who was in Hulk's body. The pair battled, causing destruction throughout the city. Mesmero in a cab trying to escape the city, used his powers to control the Thing. The Thing was freed from his control and the Hulk grabbed Mesmero forcing him to reverse the mind swap. Then S.H.I.E.L.D. arrived to take down the Hulk, but he escapes and appears to have gained a new level of control and mildly increased intelligence.

As Ben was focusing on next thing happens with Spidey. Spider-Man gets to be in Deadpool 's madcap world for a day. As he finds, Deadpool was a fearless mercenary, who has no rules or moralities and he's willing to kill anyone, especially the bad guys. Spidey fought Deadpool in the latter's madcap world, which ends with Spider-Man victorious. Spidey soon learns of Deadpool's true origin: he was an ordinary teenager who gotten picked and bullied by thugs. He was found by Nick Fury, who took pity on the poor kid and took him in. Fury recruited him into his Young Heroes program where he would train alongside Nova, White Tiger, Iron Fist and Power Man. However, Deadpool became disillusioned with Fury's goals. He claims, "It was more fun to laugh at the pain, to hurt those who hurt you times a thousand!"

Spidey understands Deadpool's pain as he realizes that if things hadn't turn out well, he could've become just like Deadpool.

In a surprising twist, Deadpool decides to let Spidey go claiming that the latter had 'won fair and square.' Spidey tries to get Deadpool to return to S.H.I.E.L.D. but the mercenary merely scoffs at it before he escapes with a jetpack.

And Ben has liking the attitude of Deadpool, he thinks on the next problem of Spidey. As the Spidey thought they can finally capture the Goblin aka Harry Osborn. But twists comes when Goblin releases a capsule containing the Venom symbiote from his mouth and it begins to spread. And start attacking on Helicarrier. With binding the S.H.I.E.L.D. agents covering them with the symbiotes. Fury orders the separation of the Asto-Carrier and takes that part of the ship into Orbit. The symbiotes keeping attacking the S.H.I.E.L.D. personal turning more and more into symbiotes. Agent Coulson is also possessed as well. The two fight Spider-Man narrowly missing his attacks until Fury arrive and blasts him with and energy weapon allowing Spider-Man time to trap him in a trash shoot. When he tried to thank Fury, he is also possessed becoming a one eyed symbiote.

As the time Ben likes to take the action in this parts, he uses his Omnitrix and takes the power of Upgrade, because Upgrade was that Alien, who can helps him in controlling machine. As he turns into a small plane and goes towards to the Helicarrier, where Spidee-Man and his friends was in trouble. After landing on the Helicarrier, he goes inside. "AmpFibian." Ben said as he releases the huge electricity from his both hands, which hits the many of S.H.E.I.L.D agents and quickly destroyed the symbiote, which controlling them. As Ben was releasing the agents from the symbiotes, who was coming in his way. Ben goes in the room, where both Spider-Man and Nick Fury, who controls in of symbiote, firing the laser blasts on Spider-Man. Ben releases the electricity from his hands and makes the Fury normal again.

Both Fury and Spidey was in shock. Who was he? How can he does this? And where was he? How can he hide himself from the S.H.I.E.L.D eyes? But most importantly, how can he comes on the Helicarrier? "I know, you have more questions about me, but first, we needs to cure everyone." Ben tell, and both Spidey and Fury nodded. "I am going to bring Doc Ock, for prepare the Anti-Venom. I have founded that, Goblin is also became Venom/Goblin, twice as powerful, so it was a difficult task. "So, you need the Anti-Venom, I can make it." Ben replied as he finds, what they needed. "Really, you can also knows about the science." Spidey asked, as he not knows Ben is also knowing about the Science. "No, I am always weak in the science. But not the Gutrot." Ben replied, as the last word he said, a green light glowing from his chest, where his Omnitrix residing. He start making the formula in his mind, because after becoming the Gutrot, he became super smart. Finally realizing, the formula which he needed, he breath the blue color gas, which spreading in the Helicarrier and curing everyone one, and the formula also return Norman back to his human form. It was again shocking for Spidey, not need of any Chemistry Lab, he can there make the formula, which they needed, and breath it from his own mouth, just how can he does this. Ben knew, everyone has many questions, but he also not in mood of giving them answers.

"I am mystery, but you can know my name, Ben, Ben Tennyson. And Fury, don't thinking about spies on me. Big Chill." As Ben both introduced himself and warned them before taking the power of Big Chill, who makes him intangible and he get out of the Helicarrier and flew back toward his home, leaving a confused Spidey and Fury. Fury looking towards his computer, that any clue of him, that who was he. But finds that, nothing save on his computer, looks like, not any camera has record the events of recent. It answers him that, he already shut off the camera after coming here, and may be deleted the records of his landing here. But how can he access the security code, because the code was his own fingerprint and thumb impression. It means, he was more dangerous as they thought. Spider-Man was also lost on his own thoughts, he was also not amazed, when he shows his electric powers, because many villains have the electricity power. But not any villain or not any heroes have the power of making compound and formula, without needs of anything not any lab. This was the amazing power, as he remembered his name, Ben Tennyson. He left the Helicarrier and goes to the meet with Harry again and tells him of the news of his fathers cure. Showing him a hologram of him resting in bed.

Ben was back again on his home, as he was thinking on the rest of the things happen today. First times he shows himself to Spidey, and maybe he warned the Fury, but as he know. Fury was continues trying to find him. But, till he has Upgrade's power, no one will be able to catch him. Because with the power of Upgrade, now he can controls the every part of Internet, computer, camera, secret hidden files. Because, after the two years, he able to control use Upgrade's power in larger ways. He knew, that maybe he warned Avengers, but again Avengers will trying to search him, find him. And he knew, that finding him was impossible, till he not agreed. Then let's see what entertainment is going in the future.

 **Suggest me, PM me, Follows me.**


	3. Chapter 3: Spidey In Avengers

**I do not own the Ultimate Spider Man and Ben 10**

 **Avengers Tower**

Stark not to be want to involved in the Ben Tennyson's matter, but after he hears the last incident, from Nick Fury and Peter, it gives his whole team a shock. "So, it looks like the guy Ben was also able to use electric attack." "And be able to enter in the system as well." Clint agreed. "And we found that, he also be able to pass through any object." Samuel amazed. "But, the most of the amazing things is, he easily be able to make any chemistry or chemical formula without needing of any lab, and be able to breath it, like he has his own chemistry lab in his body." Natasha explain. "And, this total things explained us, just how far more he dangerous. To be able to kill anyone." Clint agreed. "If, we think, he easily able to control my armour or Clint's arrows, and Samuel's wings, as he enters in our system, so we will not be able do anything harm to him. For Natasha and Steve, his electrical attack was far more dangerous, because didn't need any weapon to used electrical attack. And the left of team was Hulk and Thor, both of them was our trump card and strongest member. Maybe both of them be able to give some damage to him, if he has not the intangibility power, but with his intangibility power, he easily dodge every attacks of them, and his formula making power will be able kill both of them." Stark focus on Ben's powers. "And, if we bring all of these together, he was one man army, so it impossible to defeat him, and more important, we even not be able to found him." Steve agreed. "So, it's better we not to be involved in his matter, till he was on good terms, if something happen bad, then we need to involved, but know, we rather left him alone as he wants." Natasha advised, as everyone nodded.

Ben was investing the latest situation of New York. Not any thing more bad will be happen, which make him to be involved in the situation. Like, when Spider Man and Nova goes out of the earth, it looks like, Ben also be needed to goes there, if anything bad happen. But this was only a group meeting with Guardian of Galaxy. Which Rocket Raccoon take them. He analyze the situation and finds Chitauri troops has capture the team member of the Guardians of the Galaxy members. Nova introduces the team in mid battle; Peter Quill alias the Starlord : half earthling half alien royalty armed with his amazing Element Gun, Drax the Destroyer : loose canon great fighter, Gamora is widely known at the most dangerous woman in the universe and skilled in the use of every weapon, Rocket Raccoon: he is like if Wolverine was a master strategist Raccoon with a laser gun and rocket pack. But he is not actually a Raccoon his alien species just resemble the Earth Raccoon and Groot is a sentient alien plant who spends most of his time within a pot of soil, and state "I am Groot". After a brief battle they take down the Chitauri troops with relative ease. The leader of the Chitauri reveals himself a galactic Warlord known as Korvac.

Ben find that the Chitauri are planning to destroy the Earth as it is home to many heroes such as the Avengers, Fantastic Four, X-Men, Doctor Strange, the Hulk, Howard the Duck and Devil Dinosaur. But Ben was already ready, if they tried to attack on the earth, so he not only able to stop their attack, but also be ready to destroy the Chitauri forces from the Universe. But thanks to The Guardians, he didn't need to involve in this battle. Because Guardians and Spider Man fight the Chitauri and Korvac. Spider-Man is told by Rocket Raccoon to throw Groot at Korvac much to his confusion, but he does and Groot grows into a giant humanoid tree and begins to smash Korvac. After Korvac is defeated by Groot, Nova destroys the Dark Matter Cannon and the Chitauri ship is destroyed. Nova says his goodbye to Spider-Man who decides to stay with his old team and sends him back to earth where he heads home for some sleep. At a rooftop Spider-Man meets the other S.H.I.E.L.D. Trainees to inform them of Nova leaving the team and how amazing he was in space. As he was saying this Nova appeared behind him mocking him, it is revealed he stayed as someone will need to protect earth.

And after this problem, a new problem appeared, when Spider-Man and his friends are training against Life Model Decoys , LMD's. Suddenly, the training turns deadly, as the LMD's unsheathe their deadliest blades and blasters against Spidey and his comrades. It turns out, Nick Fury and S.H.I.E.L.D. have uncovered a plot by mutant techno-mage Arcade, to bomb the United States of America with 12 nuclear bombs. Then, Captain America enters the briefing room, and is suddenly assaulted by Director Fury. As Captain America is piloting his assault aircraft, he hears a noise around the cockpit: it's Spider-Man, who played the role of a stowaway. It short time, the aircraft is assaulted by drones, and Spider-Man and Captain America have to eject themselves, and manipulate the drones to take them into Madripoor.

Once in Madripoor, Spidey and Cap reach their destination. Upon entering a facility, they see Wolverine slicing away at Arcade's LMDs. Wolverine feigns a berserker rage, and launches into a sparring match with Captain America. The two veteran heroes exchange information, and Spidey and Wolverine also exchange quips. Eventually, the trio clash directly with Arcade, who utilizes a virtual battle facility, LMDs, and even a Sentinel, to engage the heroes in a live action video game.

Ultimately, the heroes make their way through LMD doppelganger, duplicates of The Hulk , Red Hulk , and then a Sentinel; then battle hordes of assault droid employed by Arcade. Arcade is cajoled into disarming the nukes, and is apprehended by Spidey, Cap, and Wolverine. So, this was also not be a big problem to Ben, and in the New York City, everyday was a little problem.

Like when Dracula plan to obtain the pieces of the Tekhamentep's Ankh and join them together so that he can't be harmed by vampire weaknesses. Dracula arrives at the Museum of Natural History after Spider-Man removes the Tekamentep's Ankh from it's cloaking shield. He engages Blade and Spider-Man's team in battle where Nova's supernova maneuver attack didn't work. He even tried to bite Power Man only to discover his invulnerability which resulted in Dracula using his mind-control on Power Man to control him into attacking Blade and the rest of Blade's team. Then Dracula mind-controls the rest of Spider-Man's team which doesn't work on Spider-Man since he had reflective lens in his mask. Seeing as they are in the Herbarium, Spider-Man activates the UV lights which harm Dracula until the Spider-Man's mesmerized teammates got Dracula away from the museum. Spider-Man returns to the Tricarrier to meet with Nick Fury, who introduces him to his new team the Howling Commandos, which consists of Werewolf by Night, N'Kantu the Living Mummy, and Frankenstein's Monster. Ben decided, if anything bad happens, so he involved in this situation. But it also was a little problem, because with the help of Howling Commandos and Blade, Spider-Man head to Transylvania to confront Dracula. And after defeated Dracula and his minions, he saves his friends. Then N'Kantu took Tekamentep's Anhk for himself which he uses to restore his body and teleport to Manhattan in giant size to deal with Nick Fury (who N'Kantu claimed to have the Howling Commandos as part of S.H.I.E.L.D.'s "collection of freaks") where N'Kantu engages the S.H.I.E.L.D. Helicarrier. With help from a giant-sized Man-Thing, Spider-Man uses Blade's sword to cut Tekamentep's Anhk from around N'Kantu's neck which regresses N'Kantu back to his mummy form. Spider-Man thanks Blade and the Howling Commandos for their help.

As Ben stops looking the unusual activity of them, he goes back on the bed. Continue thinking, as what Professor Paradox said. 'Think tree as the Omniverse, and each stem, there was many of the Universes, and the one leaf has one Universes, so just how many Universes are there.' But according to Paradox, each stems keeps his own Universes, no matter which leaf you goes, there was same people as you. So, if this is the logic, then this time, he only not change his leaf, but also change the stem. So, just how many types of people were there, as he just keep thinking, he more getting inside of this. 'As in this Universe, there are some mutants people, I not know, why they was calling themselves mutants, but each one of them as amazing ability. Like Wolverine has regenerative availability with the fierce combination availability, and his blades like three nails which appear in his both fist, he was really amazing same as Rath, except of Rath has not the regenerative availability.'

And same as goes with the Magneto, who has the availability to control the any magnetic substance, as he control the iron or many metal, and with his evil mind, he was really a strongest member of mutants, but as same as the Lodestar availability, so there is not any bother of controlling him. And last of the strongest mutant was Charles Babbage, who can control the minds of many people, it was really easy for him, and with this power, he can do anything and not any alien is same like that's power have Ben, maybe Alien X can do. But, he can quickly defeat him, because he have some dangerous power.

And not only mutants are inhabitant there, but there other people known as InHumans, Ben personally did not see them, but he hears, they was also strongest. And after that many people become strongest by some reaction, some experiment and some with the help of technology, and like Guardians of Galaxy team, there are some aliens, but not Groot, not Rocket Racoon, not Gamora, or nor the Drax the Destroyer looking very special, cause he didn't take them their DNA, but there everything is possible, till wait and see.

As Ben, was deep in his thought, a little accident will be happen there. A new team Sinister Six is formed, and they forcefully again transformed the Norman Osborn into, which cause Green Goblin has captured Spider-Man's team (who have been previously defeated by the Sinister Six). As Spider-Man finds out later, Green Goblin has transformed his friends and plans to use the old Helicarrier (now dubbed the "Hell-Carrier") to gas New York City and turn them all into goblins. Spider-Man was fighting alone on the Helicarrier against his own team. And finally Ben realize, he needed to be involved in this fight, using Big Chill power, he easily goes inside the Helicarrier. Here he realized that, Green Goblin really do a worst thing, after changing the Spider-Man friends in Green Goblin. "Whoa, you came back again here, now, please make the formula and cure my friends, I am going to fail Goblin's plan." Spidey request to Ben. "You didn't need to bother anything, till I came here, and now sit back and enjoy the show. Because, I am going to do my favourite attack. Fourarms." Ben declined, his request, and when he says the last word, he grown bulky and little big, with also his clothes. Spider-Man didn't understand, what now he was going to do, as he sees. Ben jump and catches the White Tiger from back, and knocked out her, with his both hand hitting on both side of head.

Next, Ben goes toward Iron Fist, till they are in the Green Goblin form, there intelligence is become low, cause it easy crush him and knock out him for Ben. Next target was Nova, he knew Power Man was already strongest, and Green Goblin form boosted his power, after quickly knocking out Nova, finally he goes toward the Power Man. Both of them start fighting, and both of them facing difficulty in fighting. "So, it looks like, he was really strong, but just how much, Humangasour." As he said the last word, he grows is twice in the size, easily overpower the Power Man, and knock out him. After knocking out everyone, he taking the power of Gutrut, and making the right chemical formula, spread it into the Helicarrier, which cause the team members of Spider-Man become normal. "Now your time to doing action, I am going back, Big Chill." Ben told, and left the Helicarrier.

After Ben left the Helicarrier, Spider-Man and his team confront the Goblin, who presses a button that launches gas-filled missiles, but they are destroyed by S.H.I.E.L.D. Spider-Man and White Tiger stay behind to fetch Osborn. Osborn sends them flying, but Nova gets White Tiger and later Spider-Man, but not before Osborn falls into the water. He is then placed in custody, now forever a goblin. Back on the Tri-Carrier, the team congratulates Spider-Man for saving them and also the Ben, which they never knew, who was he, and from where he comes, and where he goes, only they knew his names, and also not knows how much power he has, because, today, which he shows, it was total brute power, just who was he.

 **Avengers Tower**

"I have recently heard from the Fury, the guy Ben was once again help the Spider-Man and his friends from the Goblin." Stark explain to his team. "It looks like, Ben always goes where Spidey was in trouble." Natasha agreed. "So, if we invite Spidey, then maybe, Ben also comes here if Spidey was in trouble." Samuel guessed. "Yeah maybe, and Spidey also known, how many types of power he shows, so it really helpful to us, just knowing how many power he have, and Spidey tells in detail, so ready to be invite him." Stark agreed at Samuel's plan.

Spider-Man and his team was fighting with Doc Ock, and when they defeat him, the Avengers came there. "Amazing Spider-Man, Avengers invite you." Thor invite him, with coming his hammer. "The Avengers want you." Nova was surprised. After goodbye his old team, Spidey left with The Avengers. A test was happening with the Spidey, which he quickly pass it. Natasha gives him his Avengers ID. It makes Spidey happy, they also goes in some mission, where Spidey learns to fight with teamwork. He also meets his old teammates, when doing a mission.

"So Spidey, how was the day?" Captain ask to Spider-Man. "Well, it was good day for learning some new moves and teamwork." Spidey explain. "Spidey, we heard from the Fury, that you see the guy, whose name was Ben Tennyson, you also seen him the action, how much you know about this Ben guy." Stark asked to Spidey. "No, I didn't know much about the Ben guy, but he was amazing, as much I know him." Spidey tell. "Amazing, just how can he amazing." Captain asked. "I didn't know how much power he have, but just as I seen he able to pass anything, so he has power if 'Intangible'. He make the any Chemical Formula, so he was a 'Chemistry Lab' and Chemistry genius. He have the electric power like the Thor's hammer. But not only these, in recent accident of Goblin, he also shows his brute strength, he easily overpower, White Tiger, Iron Fist and Nova in their Goblin effect, and not only these, when he seem, he was not able to defeat Power Man in Goblin effect, then he grows twice in size, or more big and defeat easily the Power Man, maybe he also more strong the Hulk, and I only seem his this power, and didn't know, just how much Power he have." Spidey explain in detail. "So, it seems, he have also the brute strength, just how much whole power he have, it was mysterious." Clint was also amazed. "And, we also know, he have the power to enter in the system." Thor said. "What, he have the power to enter in the system." Spidey was amazed. "Yes, when we tried to find the clues, who he was, then he enters in our system and warned us, to never look for him." Natasha explain. "Wow, it was looking the dangerous of all, with this power he can does anything." "Yes, maybe he warned us, but we never stop to tracing him, just you wait Ben 10, till I found, who are you." Stark replied.

Here Ben again involved in his day dreaming after recently check, everything was okay. He was thinking, if only on this universe the many amazing people was here, so just how much amazing universes and there amazing people, it was only recent mysteries till now, but now he was going to explore every universes, till he has Clockwork. But, also in the world of Spidey, he needs to make everything better, cause he not to be want to worry, when he leaves this world.

As, he was daydreaming, a beep sound was buzzing in his Omnitrix, and he knew, when someone was trying to trace him, then his Omnitrix will gives a alert. So, it again The Avengers, now time to make a visit.

 **Avengers Tower**

Everyone was busy in looking upcoming trouble, or tracing the Ben Tennyson. Suddenly something start written on their computer, cause everyone action goes towards the Computer. It written on the big words, "YOU HAVE NOT STOP TRACING ME, YOU WANT TO MEET ME VERY BADLY, THEN IT'S OK. RECRUIT EVERY MEMBER, BECAUSE I AM COMING TO DESTROY YOU".

Finally, I have completed this chapter, and in the upcoming Chapter, I was going to write **Ben 10 VS Avengers.** Like me, Follow me, Review me, and everyone advice, I keep in mind.


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